MANHASSET, N.Y., July 14,
2023 /PRNewswire/ -- Prime Number Acquisition I Corp.
(the "Company" or "PNAC") (Nasdaq: PNAC), a special purpose
acquisition company, today announced that, in order to extend the
date by which the Company mush complete its initial business
combination from July 17, 2023 to
August 17, 2023, noco-noco Inc., the
sponsor of the Company, has deposited into its trust account (the
"Trust Account") an aggregate of $125,000 (the "Monthly Extension Payment").
The payment for such Monthly Extension Fee was made by noco-noco
Pte. Ltd., a Singapore private
company limited by share ("noco-noco"), a party to the business
combination agreement (the "Business Combination Agreement")
entered between the Company and certain other entities on
December 29, 2022, as the designee of
the sponsors of the Company.
Pursuant to the Company's certificate of amendment to the
amended & restated Certificate of Incorporation ("Current
Charter"), effectively May 17, 2023,
the Company may extend on monthly basis from May 17, 2023 until November 17, 2023 or such an earlier date as may
be determined by its board to complete a business combination by
depositing the Monthly Extension Payment for each month into the
Trust Account. This is the third of six monthly extensions of the
Company.
As previously disclosed, on December 29,
2022, the Company entered into the Business Combination
Agreement (as it may be amended, supplemented, or otherwise
modified from time to time) with noco-noco, Prime Number Merger Sub
Inc. ("Merger Sub"), Delaware
corporation established for the purpose to become a wholly-owned
subsidiary of a newly incorporated exempted Cayman Islands company ("PubCo"), and certain
shareholders of noco-noco collectively holding a controlling
interest. Prime Number Holding Limited, formed as the PubCo on
December 28, 2022, and Prime Number New Sub Pte. Ltd., formed
as New SubCo on January 25, 2023, joined as parties to the
Business Combination Agreement on February
3, 2023.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About Prime Number Acquisition I Corp.
Prime Number Acquisition I Corp. is a blank check company, also
commonly referred to as a special purpose acquisition company, or
SPAC, formed for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses with one
or more businesses or entities, provided that it will not undertake
its initial business combination with any entity being based in or
having the majority of the company's operations in China (including Hong Kong and Macau). None of its founders or the Company is
affiliated with Prime Number Capital LLC, an underwriter for the
Company's initial public offering (the "IPO").
Forward-Looking Statements
This press release includes forward looking statements that
involve risks and uncertainties. Forward looking statements are
subject to numerous conditions, risks and changes in circumstances,
many of which are beyond the control of the Company, including
those set forth in the "Risk Factors" section of the Company's
Annual Report on Form 10-K filed on April 3, 2023 and the
proxy statement/prospectus on Form F-4 filed public on May
17， 2023 (together with such subsequent amendments
thereto, if any, the "F-4") by the PubCo with the Securities and
Exchange Commission ("SEC"). Such forward-looking statements
include the successful consummation of the Company's initial public
offering or exercise of the underwriters' over-allotment option.
The Company expressly disclaims any obligations or undertaking to
release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Company's
expectations with respect thereto or any change in events,
conditions or circumstances on which any statement is based.
Additional Information and Where to Find It
On May 17, 2023, the F-4 was filed
publicly by the PubCo with the SEC in connection with the Business
Combination. This press release does not contain all the
information that should be considered concerning the Business
Combination and is not intended to form the basis of any investment
decision or any other decision in respect of the business
combination. PNAC's stockholders and other interested persons are
advised to read the F-4 and the amendments thereto and other
documents filed in connection with the Business Combination, as
these materials will contain important information about noco-noco,
PNAC, PubCo and the Business Combination. When available, the proxy
statement/prospectus and other relevant materials for the Business
Combination will be mailed to stockholders of PNAC as of a record
date to be established for voting on the Business Combination. Such
stockholders will also be able to obtain copies of the proxy
statement/prospectus and other documents filed with the SEC,
without charge, once available, at the SEC's website at
www.sec.gov, or by directing a request to PNAC at its principal
executive offices at c/o 1129 Northern Blvd, Suite 404,
Manhasset, NY 11030, United States.
Contact Information:
Prime Number
Capital, LLC
Ms. Xiaoyan
Jiang, Chairwoman
Email：xj@pncps.com
Phone: 516-582-9666
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SOURCE Prime Number Acquisition I Corp.